To The Members of S.B. & T INTERNATIONAL LIMITED
 
 The Directors present with pleasure the Twenty Fifth Annual Report
 together with the Audited Statement of Accounts of the Company for the
 year ended March 31, 2012.
 
 1.  FINANCIAL RESULTS
 
                                              (INR In Million)
 Particulars                          2011-2012       2010-2011
 
 Gross Profit                           (275.25)           6.06
 
 Less: Depreciation                        1.99            2.32
 
 Profit before Tax                      (277.24)           3.74
 
 Provision for Tax - Current                NIL           (1.64)
 
 Deferred                                  2.42            0.10
 
 Profit after Tax                       (276.99)           2.20
 
 Add: Balance brought forward             43.37           43.20
 
 Profit available for appropriation     (233.62)          45.40 
 
 Appropriations
 Proposed Final Dividend                    NIL            1.69
 
 Corporate Dividend Tax                     NIL            0.34
 
 Balance carried to Balance Sheet       (233.62)          43.37
 
 2.  OPERATIONS
 
 Turnover of the Company is Rs. 977.98 million for the year ended 31st
 March, 2012 as compared to Rs. 1293.63 million for the year ended 31st
 March, 2011. ''
 
 3.  CAPITAL
 
 The Paid up Capital of the Company for the financial year ended 31st
 March, 2012 is INR 168,500,000 divided into 16,850,000 shares of INR 10
 each.
 
 4.  DIVIDEND
 
 In order to conserve resources, no dividend has been declared for the
 year 2011 - 2012.
 
 5.  DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956 and
 Articles of Association of the Company, Mr. Ravi Gulab Khubchandani and
 Mr. Sunil Barjatiya, Directors of the Company retire by rotation at the
 ensuing Annual General Meeting and being eligible offer themselves for
 re-appointment.
 
 6.  FIXED DEPOSITS
 
 During the year under review, the Company has not accepted any deposit
 from public as the Company has stopped accepting deposits w.e.f. 12th
 September 2003 as per the resolution passed by the Board of Directors.
 Total amount of deposits as on 31st March, 2012 was Rs. 50,000/-
 (Rupees Fifty Thousand Only). There were no outstanding or unclaimed
 fixed deposits as on 31st March, 2012.
 
 7.  SUBSIDIARY COMPANY
 
 The Ministry of Corporate Affairs vide its General Circular No. 2 /
 2011 dated 8th February, 2011 granted general exemption to the
 Companies from attaching a copy of the Balance Sheet, the Profit and
 Loss Account and other documents of its subsidiary companies as
 required to be attached under Section 212 of the Companies Act, 1956 to
 the Balance Sheet of the Company subject to fulfillment of conditions
 stipulated in the circular.  Therefore, the said documents of the
 following subsidiary companies viz. (1) S. B. & T Designs Ltd.  (2)
 Mimansa Jewellery P. Ltd. (3) S. B. & T Holding Limited will not be
 attached to the Annual report. However, the aforesaid documents
 relating to the subsidiary companies and the related detailed
 information will be made available upon request by any member or
 investor of the Company. Further, the Annual Accounts of the subsidiary
 companies will be kept open for inspection by a member or an investor
 at the Registered Office of the Company or the respective subsidiary
 company.
 
 The Company has sold its subsidiary company M/s Soft Touch Jewelers LLC
 & S. B. & T. (UK) LTD. during the relevant period.
 
 8.  CONSOLIDATED FINANCIAL STATEMENTS.
 
 The Consolidated Financial Statements of SB&T International Limited and
 its subsidiaries SB&T Holding Limited, Mimansa Jewellery Private
 Limited, SB&T Designs Limited prepared in accordance with Accounting
 Standard 21 is annexed.  .
 
 9.  PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE EARNING AND OUTGO
 
 Information pursuant to Section 217 (1) (e) of the Companies Act, 1956
 read with the Companies (Disclosure of particulars in the Report of the
 Board of Directors) A rule, 1988 is annexed hereto and forms part of
 this report.
 
 10.  PARTICULARS OF EMPLOYEES
 
 Since none of the employees of the Company was drawing remuneration in
 excess of limits laid down pursuant to Seciion 217(2A) of the Companies
 Act, 1956 read with the Companies (Particulars of Employees) Rules,
 1975, details therewith are not furnished.
 
 DIRECTORS''RESPONSIBILITY STATEMENT
 
 To the best of their knowledge and belief and according to the
 information and explanation obtained by them, your Directors make the
 following statement in terms of Section 217(2AA) of the Companies Act,
 1956:
 
 (i) that in the preparation of the Annual Accounts for the year ended
 March 31,2012; the applicable accounting standards have been followed
 along with proper explanation relating to material departures, if any.
 
 (ii) that the Directors have selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year ended March
 31, 2012 and of the loss of the Company for that year.
 
 (iii) that the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities
 
 (iv) that the Directors have prepared the Annual Accounts for the year
 ended March 31,2012, on a going concern basis.
 
 COST AUDIT
 
 The company is not required to undertake the cost audit as required
 under Section 233 B of the Companies Act, 1956.
 
 However Company is required to file Cost Compliance Certificate as
 required under Cost Audit Report Rules, 2011 for the year 2011 -2012.
 
 AUDITORS
 
 M/s. M. M. Dubey & Co., Auditors of the Company, hold office until the
 conclusion of the ensuing Annual General Meeting. The Company has
 received letter from them to the effect that their appointment, if
 made, would be within the prescribed limits under Section 224(1-B) of
 the Companies Act, 1956. Your Directors recommend their re-appointment.
 
 CORPORATE GOVERNANCE
 
 Report on Corporate Governance is furnished as a part of the
 Directors'' Report and forms part of this report.  Certificate from
 the Company''s Auditors regarding compliance is annexed hereto and
 forms part of this report.  
 
 PERSONNEL
 
 Your Directors place on record their appreciation to the sincere and
 dedicated services put in by the employees of the Company at all the
 levels and in all the departments of the Company.
 
 BANKERS
 
 The Directors place on record their appreciation for the support and
 co-operation received from all the Eiankers.
 
                         For and on behalf of the Board of Directors
 
 Place : Mumbai
 
 Date :29/11/2012                               Surendra Kumar Sethi
 
                                                            Chairman
 
 Registered Office:
 
 138, Shreeji Chambers, First Floor,
 
 Tata Road No. 2, Opera House,
 
 Mumbai - 400 004.